22-2114ORDINANCE NO. 22-2114
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORiZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH CERIDIAN HCM, INC., FOR CERIDIAN CHECK PRINT & IMAGE AND W-2PRINT SERVICES, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, INACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICHPROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE
AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, ANDIF OVER $50,000, SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDINGFOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE
DATE (FILE 7882 – AWARDED TO CERIDIAN HCM, INC., FOR ONE (1) YEAR, WITHTHE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE
TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $120,000.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including items that are only available from one
source because of patents, copyrights, secret processes, or natural monopolies; films,
manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are availableonly from the persons holding exclusive distribution rights to the materials; need not be
submitted to competitive bids; and
WHEREAS, this procurement was undertaken as part of the City’s governmentalfunction; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned inthe above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the “File” listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILENUMBER VENDOR AMOUNT
7882 Ceridian HCM, Inc.$ 120,000.00
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including items that
are only available from one source because of patents, copyrights, secret processes, or natural
monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials;
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager, or their designee, is hereby authorized to execute the
contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds
pursuant to said contract is hereby authorized.
SECTION 5. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by _ and
seconded by J&a bois . This ordinanced by
the following vote [] -a:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :
Brian Beck, District 2:Jesse Davis, District 3 :
Alison Maguire, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
V/
1/
b/
b/P
b/
PASSED AND APPROVED this the \ 11:P d a y 0 f ex:It>hEr 2022
MAYOR
ATTEST: DEPOT?Jc ITNETARY b\\\11111111
APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella
DuI:n=Marcella Lunn. o
,„,\NataL\JM\\fl ::,iS:rI:r:SIIT,nX„@dty,fdenton=am.l=UH–––Date: 2022.10.06 1 7:30:38
-05'OO'
I
DocuSign Envelope ID: 4F4B3724-08944ACA-94AE4)8E53DF906E8
DENTON
Docusign City Council Transmittal Coversheet
FILE 7882
Ceridian Check Prlnt, Image and W-2 PrInt Servlces
App1 i cab1 eNOt
File Name
Purchasing Contact CQr1 P ower
City C,,„,iI T„g,t D,t, o C"0-ER 18’ 2022
Piggy Back Option
Contract Expiration
Ordinance
OCTOBER 18, 2027
22-2114
DocuSign Envelope ID: 4F4B3724-08944ACA-94AE-08E53DF906E8
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CERIDIAN HCM, INC.
(CONTRACT 7882)
THIS CONTRACT is made and entered into this date 10/18/2022 , by and
between Ceridian HCM, Inc. a Delaware corporation, whose address is 3311 East Old Shakopee Road,
Minneapolis, MN 55425, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS,
a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly
authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document File
7882 – Ceridian, a copy of which is on file at the office of Purchasing Agent and incorporated herein for
all purposes. The Contract consists of this written agreement and the following items which are attached
hereto and incorporated herein by reference:
(a)(b)
(C)
(d)
Special Terms and Conditions (Exhibit “A”);
Contractor’s Master Service Agreement (Exhibit “B”);
Certificate of Interested Parties Electronic Filing (Exhibit "C");
Contractor’s Order Form (Exhibit "D);
These documents make up the Contract documents and what is called for by one shall be as
binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the
Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the
written agreement then to the contract documents in the order in which they are listed above. These
documents shall be referred to collectively as “Contract Documents.”
The parties agree to transact business electronically. Any statutory requirements that certain terms be in
writing will be satisfied using electronic documents and signing. Electronic signing of this document will
be deemed an original for all legal purposes.
Contract # 7882
DocuSign Envelope ID: 4F4B3724-08944ACA-94AE-08E53DF906E8
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year
and day first above written.
CONTRACTOR
DocuSlgned by:
Std+ PaaisBYgD SIGNATUREFii[]
CITY OF DENTON, TEXAS
Printed Name' Scott Dav1 s
DocuSigned by:
SMA bl o.4thBYiamfRTitle: Pub11c Sector ACcount ExecutIve
713-906-1532
PHONE NUMBER
Scott . Davi s@cer1 d1 an . com
EMAIL ADDRESS ATTEST:
ROSA RIOS, CITY SECRETARY
2022-939904
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
'DocuSlgned by:
BY: I RaBARin
, 1 C5CA8C5EI 75493
APPROVED AS TO LEGAL FORM:
MACK REIFfWAND, CITY ATTORNEY
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations andbusiness terms .
DocuSigned by:
I aiShA MbtaD60D157ADABC4D5,SIGNATURE
Lei sha Mel ne
PRINTED NAME
Chief Technology officer
TITLE
Techno1 ogy Services
DEPARTMENT
DocuSign Envelope ID: 4F4B3724-0894zIACA-94AE<)8E53DF906E8
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $120,000. Pricing shall be per Exhibit E attached. If usage exceeds quantities
shown in Exhibit E, this contract shall be amended to increase the not to exceed amount, as agreed upon by both parties.
2. Contract Terms
The contract term will be one (1) year. The Parties shall have the option to renew this contract for an additional four (4) one (1)
year periods. . The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically
renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in
writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of
Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months.
3. Force Majeure
Neither party shall be responsible for performance under the Contract should it be prevented from performance by an act of war,
order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the affected party. In
the event of an occurrence under this Section, the affected party will be excused from any further performance or observance of
the requirements so affected for as long as such circumstances prevail and that party continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent possible without delay. The affected party
shall immediately notify the other party as soon as practicable and describe at a reasonable level of detail the circumstances
causing the non-performance or delay in performance.
4. No Excess Obligations
In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon
the appropriation of ftmds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City
Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that
City may terminate the Contract without penalty, further duty, or obligation.
5. Indemnification
The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by Licensee
(the City of Denton) of any immunities from suit or from liability that the City of Denton may have by operation oflaw
City Of Denton Q-125361 Page 3 of 16
DocuSign Envelope ID: 4F4B3724-08944ACA-94AE-08E53DF906E8CERIDIAN Exhibit B
The following terms and conditions are incorporated into the Order Form between Ceridian and Client and form an integral part of the Agreement,
MASTER SERVICES AGREEMENT
1.DEFINITIONS AND INTERPRETATION. As used in this Master Services Agreement:
1.1 -Affiliate(s)- means a person that directly or indirectly controls, is controlled by, or is under common control with, a Party, where “control” meansthe possession, directly or indirectly, or the power to direct or cause the direction of the management policies of a person, whether through the ownership of
voting securities, by contract or otherwise;
1.2 -Agreement” means this Master Services Agreement and Data Processing Addendum, together with all Order Forms, Statements of Work, ServiceParticulars, Rate Sheets and other written documents made between Client and Ceridian whether by execution of such document by both Parties or
incorporation by reference;
1.3 -Business Day” means any day of the year other than a Saturday, Sunday or a statutory or public holiday in the Territory(ies), but only to the extentsuch term refers to a Service being delivered in respect of such Territory;
1.4 -Ceridian- means the Ceridian entity that has signed the Order Form;
1.5 -Ceridian Contractor’ means any person who is not a Party or an employee of Ceridian, who Ceridian contracts or otherwise engages to assistwith or perform any part of the Services;
1.6 -Ceridian Property- means, collectively: (i) any and all systems, hardware, software, networks, online content, applications, source codes,specifications, templates, modules, devices, equipment, documentations or other property owned, licensed, leased, produced, designed, created or used byCeridian as of the Effective Date or thereafter, whether for purposes of providing the Services pursuant to the Agreement or for any other purpose; (ii) allConfidential Information ofCeridian; (iii) all Materials; and (iv) any and all Intellectual Property in any of the foregoing or related thereto;
1.7 -Client Data- means any data of Client supplied by or on behalf of Client to Ceridian hereunder, or any such data created as a result of the
processing of such data, including any data contained or embodied in Ceridian Property;
1.8 -Confidential Information- means any information identified by either Party and/or its Affiliates as 'Confidential- and/or “Proprietary", or whichunder thecircumstances, ought to be treated as confidential or proprietary, including non-public information related to the disclosing Party's (and/or anAffiliate’s) business, employees, service methods, software, documentation, financial information, prices and product plans;
1.9 -Data Processing Addendum- means the addendum to this MSA together with all annexes thereto that sets forth the terms and conditions to whichPersonal Data will be transferred and processed in the framework of the Agreement, posted on https://contracts.ceridian.com, as updated from time to time,Ceridian reserves the right to update the Data Processing Addendum from time to time by posting an updated copy on the above site provided that suchupdatedversion contains no less onerous data protection obligations as the current Data Processing Addendum;
1.10 "Effective Date- has the meaning set forth in Section titled “Term”;
1.11 -Fees- means the fees payable by Client to Ceridian for the Services, as contemplated in Section titled “Fees- below;
1.12 -Including- and “Includes- shaH, wherever they appear in the Agreement, be deemed to be followed by the statement “without limitation”, andneither ofsuch terms shall be construed to limit any words or statement which it follows to the specific or similar items or matters immediately following it;
1.13 -Intellectual Property- means all intellectual property rights (including all copyrights, patents, trademarks, trade secrets, industrial designs and knowhow) and all applications, continuations, extensions, notices, licenses, sublicenses, agreements and registrations thereof in any jurisdiction;
1.14 -Master Services Agreement- or -MSA- means this master services agreement and any schedules, appendices or other attachments hereto;
1.15 “Materials” means all materials, documentation, forms, brochures, tip sheets, posters, and online content furnished by Ceridian to Client, and anyderivatives thereof;
1.16 -Order Form” means the applicable order form signed by Client and Ceridian in respect of the Services;
1.17 “Parties” means collectively Client and Ceridian, and each is a “Party”;
1.18 -Rate Sheet- means the applicable Rate Sheet posted on https://contracts.ceridian.com. Such Rate Sheet items are intended to compensateCeridian for additional work and/or disbursements as a result of the occurrence of such events (e.g., NSF charge, client stop payment request). Ceridianreserves the right to change the list of items and/or charges on the Rate Sheet from time to time by posting an updated copy on the above site;
1.19 -Sanctions” means all applicable economic and financial sanctions laws and regulations imposed, administered, and enforced from time to timeby (a) the United States government. including those administered by the United States Department of the Treasury's Office of Foreign Assets (“OFAC”) orthe United States Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state. Her Majesty'sTreasury of the United Kingdom, Australia, or Canada;
1.20 -Sanctioned Country- means any country or territory subject to comprehensive Sanctions;
1.21 -Sanctioned Person”means (a) any person or entity in any Sanctions-related list of designated persons maintained by OFAC, the United NationsSecurity Council, the European Union, any member state of the European Union, the United Kingdom, Australia, or Canada, (b) any person or entityoperating, organized or resident in a Sanctioned Country. (c) the government of a Sanctioned Country or the Government of Venezuela, or (d) any entityowned or controlled by, or acting for or on behalf of, such person or persons;
1.22 -Service Particulars” means the applicable Service Particulars for the Services posted on https://contracts.ceridFan.com at the time of signing the
applicable Order Form;
1.23 “Service Start Date” means, in respect of a Service, the Service Start Date as defined in the applicable Service Particulars;
1.24 -Service Term” means the term length for a particular Service, as will be expressly set forth in the applicable Order Form;
City of Denton Q-125361
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1.25 -Services- means, collectively, the services supplied by Ceridian to Client under the Agreement, as such services are more particularly describedin the Service Particulars or a Statement of Work, and each is a “Service”;
1.26 “Software” means any software program(s) licensed or provided by Ceridian to Client through which the Service will be provided, as such Softwaremay be more particularly described in the Service Particulars or Statement of Work;
1.27 -Statement of VHodc” or -SOVP means the applicable Statement of Work between Client and Ceridian, setting forth in detail the work, services anddeliverables to be provided by Ceridian in respect of any professional services work;
1.28 'Taxes” means all sales taxes, value added taxes, goods and services taxes, business transfer taxes, withholding taxes or any other taxes nowor hereafter levied or imposed by any governmental authority by reason of or with respect to the provision of the Services to Client, but, for certainty excludingCeridian’s taxes for income derived under the Agreement; and
1.29
2.
'Tenftory- means the territory or territories in respect of which the Services are to be delivered, as identified in the Order Form.
SERVICES
2.1 Services. Ceridian shall provide the Service(s) to Client as more particularly set forth in the Service Particulars. Client acknowledges and agreesthat certain Services or parts thereof may be subcontracted by Ceridian to Ceridian Contractors, including Affiliates of Ceridian. However, regardless of anysuch subcontract, Ceridian shall remain solely liable for performance of the Services and all of its obligations hereunder.
2.2 Affiliates Use. All Services are provided to Client on the strict condition that they are used for Client’s own internal business use within the respectiveTerritory or Territories and not for re-sale by Client or for any use by Client that would constitute providing a service for third parties. However, andnotwithstanding the above it is agreed that the Services may be used by Clients Affiliates provided that:2.2.1 the Services are used by Client and/or its Affiliates only within the respective Territory in which Ceridian has agreed to provide suchService
2.2.2 Client shall remain liable for the acts and omissions of all of its Affiliates as if the acts and omissions were acts and omissions of Client;
2.2.3 any loss or damage arising in connection with the Services incurred by such Client Affiliate shall be actionable by Client as if suchloss and damage were incurred by Client, but shall not be actionable by Client’s Affiliate directly against Ceridian or any Ceridian Contractor;2.2.4 such Affiliate shall be deemed to have agreed to comply with all covenants and obligations on the part of Client herein, andagreed thatCeridian shall be entitled to all of the rights and benefits granted herein, as if such Affiliate has been a signatory to theAgreement2.2.5 Client shall be liable with the Affiliate for any and all Fees and other charges, arising as a result of such Affiliate’s use of the Servicesincluding any consequent increases in transactions, user numbers, set-up requirements, data records or Service provision; and
2.2.6 as a condition of allowing the Affiliate to access or continue to use the Services, Ceridia EI may, but shall not be obliged to, require theAffiliate to execute such documentation as reasonably required by Ceridian to confirm the Affiliate’s agreement to the terms hereof.
2.3 Professional Services. Any work or services to be delivered by Ceridian which are not described in the Service Particulars shall be described in aStatement of Work. The scope of services in a Statement of Work may be amended from time to time upon mutual agreement in writing by the Parties.Ceridian shall assign employees or subcontractors qualified to perform such professional services work, who shall exercise due professional care andcompetence in the performance of such Services. With respect to such professional Services, Client shall:2.3.1 furnish qualified personnel to work with Ceridian personnel in the execution of each Statement of Work;2.3.2 supply adequate resources and information as mutually agreed upon;2.3.3 notify Ceridian in writing of any request for changes to the Statement of Work; and2.3.4 review and accept or reject each deliverable within ten (10) Business Days of notification by Ceridian of completion of such work, orwithin such other time frame (and/or in such manner) as may be expressly contemplated in a Statement of Work, such acceptance not to beunreasonably withheld. Subject to any express acceptance criteria to the contrary set forth in a Statement of Work, each deliverable will be deemedto be accepted by Client on the tenth (10th) Business Day after notification by Ceridian of completion of such work, unless Client has providedCeridian (within such ten (10) Business Day period) with written notice rejecting such work and specifying the manner in which the deliverable isdefective
3.TERM AND TERMINATION
3.1 Term. This Master Services Agreement will become effective when the Order Form is signed by Client and by Ceridian (the “Effective Date-), andshall continue until terminated in accordance with the terms hereof. The Service Term for each particular Service shall commence on the Service Start Dateand continue for the length of the Service Term expressly set forth in the Order Form. While Ceridian will use commercially reasonable efforts to meet theanticipated Service Start Date, the Parties acknowledge that implementation timelines have been estimated in good faith and Client shall not be entitled toany compensation or relief for loss resulting from a failure to meet such estimated time frames.
3.2 Termination. The Agreement (or at the option of the Party exercising the termination right, only the affected Service) may be terminated as follows:3.2.1 by Ceridian, if Client fails to pay any Fees when due (excluding any Fees disputed in good faith in accordance with Section 4.4 below),and such failure continues for a period of ten (10) Business Days after Ceridian provides Client with written notice of such breach and expresslyrefers to the threat of termination therein by providing notice at techrenewals@CityofDenton.com;3.2.2 by either Party if the other Party fails to materially perform, or is otherwise in default of, any one or more of its material obligations underthe Agreement (except failure by Client to pay Fees, when the provisions of the preceding subsection shall prevail), and fails to remedy suchfailure within thirty (30) days after receiving written notice of default from the non<iefaulting Party specifying the particulars of the breach andexpressly referring to the threat of termination under this subsection, or if such breach is of a nature that it cannot be reasonably remedied withinsuch 30day period, then if the Party fails to commence to remedy such breach within such 30-day period or thereafter fails to proceed diligently toremedy such breach;3.2.3 immediately by either Party if the other Party is, or is deemed for the purposes of any law to be, unable to pay its debts as they faII dueor insolvent, or any corporate action, legal proceedings or other procedure or step is taken against such Party in relation to or with a view to
winding-up, dissolution, administration, reorganization (in each case, whether out of court or otherwise) in respect of such Party (or a Client Affiliatereceiving Services) or any of its assets, or any analogous procedure or step is taken in any jurisdiction;3.2.4 upon written notice by either Party, if the Service Term for every Service has expired (without being renewed or continuing in accordancewith the Service Particulars), or has otherwise been terminated as permitted in accordance with the terms of the Agreement; or3.2.5 upon written notice by Client, and upon payment by Client of any applicable early termination fee in accordance with the Service Particulars.
4.FEES AND PAYMENT
4.1 Fees. Client will pay the Fees plus all applicable Taxes, in the amounts and in accordance with the payment terms and processes set forth in theOrderForm, SOW, Service Particulars and/or Rate Sheet. Any Taxes imposed on any transactions between Client and Ceridian contemplated under theAgreement shall be the subject of an additional charge and shall be shown separately on any invoice or similar document together with the required taxregistration numbers,and paid by the party at the same time as the party pays the amount in respect of which such Taxes are payable. All Fees (and
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applicable Taxes) for Services provided within a Territory are the sole responsibility of Client and will be invoiced to, and payable by. the local Client entitylocated in such Territory. However, inthe event that Services are invoiced to a Client entity from a Ceridian entity outside of the Territory in which Client entityreceiving such Services is located, Cliententity shall remit payment to the Ceridian entity issuing the invoice and shall be solely responsible to self-assessfor all Taxes relating to such Services to the extent such Taxes are not paid to Ceridian. In addition, neither Party shall exercise the right of setoff againstany Fees. If Client is entitled to a tax exemption authorized by the applicable tax authorities in the relevant Client territory or territories, the Client will providethe required, properly executed documentation within the required timeframe in order to be accepted by Ceridian and deemed to be effective.
4.2 Expenses. Client shall, in addition to all Fees, reimburse Ceridian for all pre-approved, reasonable travel, accommodation and meal expenses (inaccordance with Ceridian’s then current expense policy) incurred in connection with the implementation and provision of the Services. Ceridian will adviseClient prior to incurring such expenses and obtain Client’s prior approval for same. Travel and subsistence will be charged from the location from which therespective CeHdian employee performing the work is based, to the required place of work. and Ceridian will endeavor to direct staff for most appropriate useof skills and economy of expense.4.3 Late Fees. Ceridian may charge a late payment fee in the amount of 1% per month for late payments made by Client. Client agrees to pay latepayment fees including all costs of collection (including reasonable legal fees and expenses). If Client fails to comply with any of the terms of payment formore than seven (7) Business Days after receipt of a written demand for payment (excluding any Fees disputed in good faith in accordance with Section 4.4below)), Ceridian may, in addition to any other right available to it, suspend performance of all or any part of its Services.
4.4 Good Faith Dispute. In the event of a good faith dispute with respect to any Fees, the payment due date (as it relates to the disputed amount) willnot be calculated until the disputed amount has been settled to the satisfaction of both parties, acting reasonably, provided that the Client has given Ceridianwritten notice of the disputed amount (and the reasons for such dispute).
4.5 Currency. All amounts payable under the Agreement are payable in the currency stated in the relevant Order Form and shall be remitted to Ceridianin that currency. If no such currency is specified in the relevant Order Form, then the currency shall be deemed to be the lawful currency of the Territory inwhich the Service is being provided. If remitted in another currency and/or from outside the Territory, sufficient funds must be remitted such that the net sumreceived by Ceridian in the requisite currency after foreign exchange and other bank charges is that stated on the relevant invoice. Ceridian will be entitled toinvoice Client for any shortfall. If and to the extent Ceridian agrees to invoice, and the Client agrees to remit, the Fees in another currency other than thecurrency shown in the Order Form (by way of example only, to accommodate billing a Client Affiliate in a local currency) (the “Local Currency Fees”), thefollowing shall apply: (a) the Fees as shown in the Order Form will be converted into the Local Currency Fees based on the Bloomberg Generic Compositerate source, or equivalent successor rate (the -Fx Rate”) and set out in a supplemental pricing sheet; (b) the Local Currency Fees will be adjusted annuallybased on the Fx Rate, the first such increase to be calculated and effective on the first anniversary of the Service Start Date; and (c) if at any time during theService Term, the Fx Rate increases or decreases by three percent (3%) or more, either Party may (upon prior written notice to the other) require that theLocal Currency Fees be adjusted to reflect such change in the Fx Rate, which adjustment will be effective as of the next billing cycle, on a go-forward basis
(not retroactively).
5.CONFIDENTIALITY AND PRIVACY
5.1 Non-Disclosure. Neither Party shall disclose Confidential Information of the other Party except as permitted in accordance with the terms of theAgreement. The receiving Party shall use the same degree of care as it uses to protect its own Confidential Information of like nature, but no less than areasonable degree of care, to maintain in confidence the Confidential Information of the disclosing Party. The foregoing obligations shall not apply to anyinformation that (i) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving Party; (ii) issubsequently learned from a third party that does not impose an obligation of confidentiality on the receiving Party; (iii) was known to the receiving Party atthe time of disclosure; (iv) was generated independently by the receiving Party; or (v) is required to be disclosed by law, subpoena or other legal processCeridian may transfer Client's Confidential Information to a governmental agency or other third party to the extent strictly necessary for Ceridian to performits obligations under the Agreement or if Client has given Ceridian written authorization to do so. Ceridian acknowledges that the City of Denton must strictlycomply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement.This obligation supersedes any conflicting provisions of this Agreement. Any portions of such material claimed by Ceridian to be proprietary must be clearlymarked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code.
5.2 Compliance. Each Party agrees to comply with the Data Processing Addendum.
5.3 Injunctive Relief. The receiving Party acknowledges and agrees that any breach by it or by any of its agents, representatives or employees of theprovisions hereof may cause irreparable harm to the disclosing Party and that actual damages may be difficult to ascertain and in any event may beinadequate. Accordingly, in the event of such breach, the disclosing Party shall be entitled to seek temporary and/or permanent injunctive relief against thereceiving Party and/or its agents, representatives and employees (in addition to such other legal or equitable remedies as may be available), without thenecessity of proving irreparable harm or actual damage to the disclosing Party.
6. INTELLECTUAL PROPERTY
6.1 Ownership of Intellectual Property. Each Party shall remain the owner of all Intellectual Property it owns prior to the Effective Date and that whichit creates in the performance of its obligations under the Agreement. As between the Parties and vis a vis any third party, Ceridian is and shall remain thesole and exclusive owner of all Ceridian Property and any and all components thereof, whether owned on the Effective Date or acquired thereafter, andClient is and shall remain the sole and exclusive owner of Client Data and any and all components thereof. Forthwith upon the expiration or termination ofthe Agreement or a particular Service, as the case may be, each Party shall forthwith return to the other Party, all such property in its possession or control
relating to Agreement or terminated Service, as the case may be.
6.2 Right of Use. Ceridian hereby grants to Client, starting on the EfFective Date and continuing for so long as required for a Service, the right to accessand use the Software and such other Ceridian Property as may be required for Client to receive and use the Services internally within the Territory, subjectto and in accordance with the following terms:6.2.1 the Software and Ceridian Property is provided solely for the purpose of enabling Client to receive and use the Services, and withoutlimitation, Client shall not use it in any manner that would be illegal, offensive or damaging to Ceridian or any third party;6.2.2 Client shall not assign, transfer, sublicense, charge or otherwise deal in, encumber or make available to any third party the Software orCeridian Property, and any attempt to do so shall be null and void and shall constitute a material breach of the Agreement;6.2.3 Client is responsible for all activities that occur in the accounts of its employees and agents, and for compliance by such parties with theAgreement, and shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, as well as notify Ceridianpromptly of any such unauthorized access or use;6.2.4 to the extent the Software or Ceridian Property is licensed to, or otherwise in the possession or under the control of, Client, then Clientagrees not to modify, merge, copy, disseminate, display, disassemble, reverse engineer, tamper with, or otherwise attempt to decrypt or derive thesource code, any trade secrets or any proprietary information or create any applications or any derivative works thereof.
6.3 Indemnity for Infringement. Ceridian will indemnify and hold Client harmless from and against any and all claims alleging that the Services andany Intellectual Property furnished by Ceridian violate any third party's patent, trade secret or copyright, except to the extent that such claims arise fromClient's modification of the Services or Intellectual Property or from Clienfs use of such Services in excess of the provisions set out in this Section 6 (includingthe use bythe Client or its Affiliates out of the Territory). However, Ceridian’s liability hereunder shall be conditional upon Client providing Ceridian with timelyCity of Denton Q-125361
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written notice of any such claim or threat thereof, and the full and exclusive authority for, and information for and assistance with, the defense and settlementthereof. If such claim has occurred, or in Ceridian's opinion is likely to occur, Client agrees to permit Ceridian, at its option and expense, either to procurefor Client the right to continue using the Intellectual Property, or replace or modify the same so that it becomes non-infringing. If neither of the foregoingalternatives is reasonably available, Ceridian may immediately terminate its obligations (and Clienfs rights) under the Agreement with regard to suchIntellectual Property (if the Services are deliverable without such Intellectual Property) or terminate the Agreement in its entirety (to the extent Ceridian is notable to provide the Service without suchlntellectual Property).
7.DISCLAIMER OF IMPLIED TERMS
7.1 The express and limited terms, representations and warranties provided in the Agreement (including in the Software Functionality and Global UseGuide, when applicable) comprise all of the representations and warranties made with respect to the Services, products, Intellectual Property and otheritems provided, furnished, licensed, leased or otherwise made available or performed to Client by Ceridian pursuant to or in relation to the Agreement. Anyfurther or other warranties or conditions, whether express or implied, contractual or statutory. including any implied warranties or merchantability or fitness fora particular purpose, are expressly excluded to the extent permitted by law.
8. LIMITATIONS OF REMEDIES AND INSURANCE
8.1 Limitation of Liability. To the maximum extent permitted by applicable law, Client agrees that Ceridian’s total maximum aggregate cumulativeliability (including that of Ceridian’s Affiliates and Ceridian Contractors) to the Client, its Affiliates and other related parties (collectively in this Section referredto as the -Aggrieved Partiesl for all past, present and future claims, demands, actions, causes of actions, requests, lawsuits, judgments, damages, costs,expenses, prejudices or losses (collectively in this Section referred to as the -Claims-) in relation to or arising under the Agreement (whether for breach ofcontract, strict or statutory liability, negligence or any other legal or equitable theory) shall be limited to the Aggrieved Parties’ actual direct damages andshall not, under any circumstances, exceed, in the aggregate, for all Claims past, present and future, the total amount paid by the Client (and any Affiliates)under the Agreement during the 12 months immediately preceding the loss. This remedy shall be the Aggrieved Parties’ sole and exclusive remedy againstCeridian, any Ceridian Affiliate and Ceridian Contractor. However, the above limitation of liability shall not apply to Claims relating to the following:
8.1.1 death or personal injury resulting from that Party's negligence;8.1.2 that party's fraud, statements made fraudulently or willful misconduct;8.1.3 any Claim for indemnity by the Client under Section 6.3 (IP Infringement); and8.1.4 any acts or omissions for which the governing law prohibits the exclusion or limitation of liability.
8.2 Damages Disclaimer. To the maximum extent permitted by applicable law, and notwithstanding anything to the contrary contained in theAgreement, neither Party nor any of its Affiliates shall be liable for any indirect, consequential (including damages for business interruption or loss of businessinformation or data), special, punitive, exemplary or incidental damages, or damages for loss of profits, goodwill, anticipated savings or revenues, arising inrelation to or under the Agreement, even if advised of the possibility of such damages or if the possibility of such damages was reasonably foreseeable.
8.3 Insurance. At all times during the performance of Services hereunder, Ceridian shall keep in full force and effect and maintain, at no additional cost toClient, the following policies of insurance:
(A)
(B)
Commercial General Liability Insurance (including coverage for independent contractors, personal or bodily injury, products liability, premises/operations,completed operations, contractual liability, and broad form property damage) with combined single limits of not less than one million dollars($1,000,000.00) per occurrence with additional coverage under an excess liability policy of three million dollars ($3,000,000.00) per occurrence;
Workers' Compensation Insurance (in compliance with State and Federal laws) covering all of Ceridian's employees engaged in the performance ofServices hereunder, and Employers' Liability Insurance with a limit as required by Statute in every state where Ceridian maintains completed operationsor employees
(C) Professional Liability and Errors and Omissions Liability Insurance (which includes Privacy/Network/Cyber Security coverage) covering acts, errors, andomissions, arising out of Ceridian's operations or Services in an amount not less than five million dollars ($5,000,000.00) per occurrence; and
(D) Crime Insurance (including Employee Dishonesty, and Computer Fraud Coverage) covering losses arising out of or in connection with any fraudulent ordishonest acts committed by Ceridian's personnel, acting alone or with others, with a limit of not less than two million dollars ($2,000,000.00).
All policies/coverages required of Ceridian by this Agreement shall be written by insurance carriers with a minimum A.M. Best rating of A- or better. Allpolices/coverages required of Ceridian by this Agreement shall be primary coverages, and all policies/coverages of Client shall be non40ntributory with thepolicies/coverages required of Ceridian by this Agreement. If an umbrella or excess liability policy is used to satisfy any required coverage, such policy shallbe at least "Follow-Form- with the requirements and shall not limit the coverage of any other policies used to provide coverage under this Agreement. Ceridianwill provide Client with evidence of coverage after notification of award. Ceridian shall name the Client as an additional insured and provide a blanket waiverof subrogation in favor of the City under its Liability policy. Ceridian shall provide a blanket waiver of subrogation in favor of the City under its Workers'Compensation policy.
9. CHANGES TO LEGISLATION
9.1 in the event of a change to any applicable law or regulation affecting the Services, Ceridian may make changes to the Agreement as are reasonablynecessary to address such changes, with thirty (30) days’ prior written notice to Client. If, upon notification of the change, Client elects not to continue theServices, then notwithstanding anything to the contrary in the Agreement, Client may terminate the Agreement upon thirty (30) days’ prior written notice
without penalty or cancellation fees.
10. NOTICES
10.1 All notices to the Parties shaH be in writing (including fax or similar writing) and shall be sent to Client at the address set forth on the Order Form,and to Ceridian to the attention and address of Client’s account representative (if any) or to the local Ceridian service center or to such other address or faxnumber as either Party may hereafter specify by written notice to the other Party. Each such notice, request or communication shall be effective upon receipt,provided that if the day of receipt is not a Business Day, then the notice shall be deemed to have been received on the next succeeding Business Day.
11.FORCE MAJEURE Reserved. BUSINESS CONTINUITY PLAN
11.1 Ceridian covenants, represents and warrants that it has developed, and will keep current a formal business continuity plan which details strategiesfor response to and recovery from potential disasters that could disrupt Ceridian's operations and timely delivery of the Services.
12. GENERAL PROVISIONS
12.1 The Agreement and the Parties’ rights and obligations shall be governed by the laws of the state of Texas if the Territory is the United States; theprovince of Ontario if the Territory is Canada, and all federal laws applicable therein; the laws of England if the Territory is the United Kingdom or the Republicof Ireland; the laws of New South Wales if the Territory is Australia, and all federal laws applicable therein; or the laws of New Zealand if the Territory is New
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Zealand.
12.2 Upon providing 30 days written notice to the other, either Party may assign its rights and obligations under the Agreement without the consent ofthe other Party: (i) to an Affiliate of the assigning Party orto a partnership, limited liability company, joint venture or other similar legal entity, of which at least50% of the equity interests are owned directly or indirectly by the assigning Party or any parent entity, but no such assignment shall release the assigningParty, and such Affiliate or successor entity shall be jointly and severally liable under the Agreement; or (ii) to any successor to its business, or a substantialpart thereof, whether through merger, amalgamation, consolidation, divestiture or sale, provided that the proposed successor entity is not a primary
competitor of the other Party. Further, Ceridian may without the consent of Client and without regard to any other limitations set forth in the Agreement, granta security interest in this Agreement to a Ceridian lender, provided that such grant of security in no way affects or derogates from any of Clienfs rights underthis Agreement. Any other transfer or assignment of the Agreement or any rights hereunder requires the prior written consent of the other Party, which consentmay not be unreasonably withheld or delayed. The Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respectivesuccessors and permitted assigns. Upon request of the non-assigning Party, any permitted assignee shall execute an agreement in writing with the other Partyhereto assuming all obligations of its assignor under the Agreement. Any purported assignment in contradiction of this Section shall be null and void and beof no force or effect.
12.3 in the case of any conflict between the main body of the Agreement which are applicable to all Services, and the terms applicable to only one ormore particular Service(s) as set forth in the Service Particulars, Order Form or Statement of Work, the terms of the Service Particulars, Order Form orStatement of Work shall govern, but only with respect to the particular Services and/or Territory to which the Service Particulars, Order Form or Statement
of Work relates.
12.4 Client represents and warrants to Ceridian that Client is not a Sanctioned Person, and in connection with all activities conducted pursuant to or in
connection with the Agreement, Client will comply with all applicable Sanctions. Without limiting the foregoing, Client represents and warrants that it will notrequest Services from Ceridian that relate, directly or indirectly, to transactions, dealings, or relationships with or involving a Sanctioned Person, and will notuse the Services to benefit, directly or indirectly, any Sanctioned Person, unless such activity is first identified to Ceridian for review and Ceridian, in its solediscretion, specifically approves the activity.
12.5 Client is solely responsible for the accuracy and completeness of all records and information furnished to Ceridian. In no event will Ceridian beresponsible for any errors or matters existing prior to the Service Start Date, and any entries made by Client into the system thereafter, and Ceridian shallbe entitled to rely solely on the information, authorizations, representations and warranties provided by Client pursuant to the Service Particulars. Ceridian
is not obligated to commence providing Services until receipt from Client of all information reasonably required to be received from Client to provide the Services.Client will reimburse Ceridian for the costs of producing any information in Ceridian’s possession or control relating to Client’s business or employees thatCeridian produces in response to a Client request or court order. Ceridian may dispose of Clients records and data in accordance with Ceridian’s dataretention policy in effect from time to time(but in compliance with all privacy laws as contemplated in this Master Services Agreement).
12.6 Ceridian represents and warrants to Client that it has no known conflicts of interest that would prevent Ceridian from providing the Services.
12.7 No delay or indulgence by either Party at any time, to enforce any of the provisions of the Agreement, or any right with respect thereto, shall beconstrued as a waiver of such provision or right, nor shall it prejudice or restrict the rights of that Party. A waiver of its rights shall not operate as a waiver ofany subsequentbreach. No right, power or remedy conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to thatParty and the rights, powers and remedies shall be cumulative.
12.8 The Parties have expressly requested that the Agreement be drawn up in the English language. Les parties aux pr6sentes ont express6ment requisque cette convention soit r6dig6e en anglais. Expresamente las Partes del presente Contrato solicitan que este documento sea redactado en el idiomaIng16s. In the event of any contradiction, discrepancy or difference between the English language version and the French or Spanish versions (if any) of the textof this document, or any documents contemplated or referenced hereunder, the English language version shall govern.
12.9 Any provision of the Agreement which is unenforceable in any jurisdiction shall. as to such jurisdiction, be ineffective to the extent of such prohibitionorunenforceability without invalidaUng the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.
12.10 Headings in the Agreement are for ease of reference only and will not affect its interpretation.
12.11 if more than one entity has signed the Agreement for the same Party, or an entity has signed for and on behalf of another entity in addition to itself,thecovenants of all such entities shall be considered to be joint and several and shall apply to each of them. Additionally, should any one or more of suchentities wish to amend the Agreement, or add or remove Services, it may do so separate and apart from the other entities of the same Party; providedhowever that: (i) the amendment or change to the Services shall only apply in respect of such entity(ies). and (ii) the entities comprising the Party shall onlybe jointly and severally liable in relation to the terms and Services common to such entities.
12.12 Notwithstanding the legal entity that has signed the Order Form on behalf of Ceridian, the Parties acknowledge and agree that, where applicable,
Services will be provided by the local Ceridian Affiliate operating in the applicable Territory (and will be billed directly from same).
12.13 The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior orcontemporaneous agreements and understandings regarding the subject matter hereof, whether written or verbal. Any amendment to the Agreement mustbe in writing and signed by authorized representatives of both Parties.
Client hereby consents to Ceridian conducting credit investigations, from time to time, including such requests for and exchange of information to and
from consumer reporting agencies or credit grantors as it may require to approve and maintain any funding arrangements to be granted by Ceridian inagencieslent histrelation to thp Services information to suId to nrovide Da
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Exhibit C
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The
law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties
(Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has
adopted rules requiring the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with
Government Code 2252.908.
The contractor shall:
1.
2
3
4
5
6.
Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf info form 1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
– Form 1295)
(EX: Contract 1234
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a
Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days.
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DocuSign Envelope ID: 4F4B3724-08944ACA-94AE-08E53DF906E8CERIDIANExhibit D Client Order No: Q-125361Generation Date: June 30, 2022
Offer Expiration:-erritory: United States
ICurrency: USDORDER FORM
EmmM
Client NameCity Of Denton
Service Contact
Drew Allen
BiKing Street Address601 E. Hickory St. Suite A
Phone No(940) 349 8067 e-mail
In@CityofDenton.coDI
TcTDenton lap/Postal Code76205
Estimated Biweekly Recurring Fees
Print Services Check Image Per Form Fee
Product Type
Recurring
Price
$852.00
Estimated Annual Recurring Fees
Print Services W-2 Print and lmage Setup Fee
Print Services W-2 Print and lmage Per Form Fee
Print Services W-2 Split Wrap
Price
$650.25
$3,344.86
$5.20
Summary of Estimated Annual Totals
Estimated Total Recurring Fees @@@
The Parties further acknowledge and agree that the following Serviceattached hereto shall apply (rather than the onlineService Particulars); ' Ceridian Fulfillment Services-Sewice Terms
The Standard Per Period Charge includes 1 federal jurisdiction(s), 1 state jurisdiction(s) and 0 local jurisdiction(s)
This Order Form is entered into between Client and the Ceridian entity that has signed below, and is governed by the terms of the Master Service Agreement,attached hereto (the "MSA"). Capitalized terms used and not otherwise defined in the Order Form or any document found at https://contracts.ceridian.com havethe meaning set forth in the MSA.
Ceridian Services LLC.
Per: f–t*-'"W"'FScI+ oRBiSPrinted 2KiNg;Stott Davl S
City Of Denton
Per: f–'*’''”+H"“B=T ;:::+::Printed ##nr282Tara Hens1 ey
Title: Pub11c SeCtOr Account ExecutIve Title: Clty Manager
Date: 9/29/2022 Date: 10/18/2022
have the authority to bind the corporation I have the authority to bind the corporation/partnership
City of Denton Q-125361
DocuSign Envelope ID: 4F4B3724-08944ACA-94AE<)8E53DF906E8CERIDIANExhibit D
ted into the Order Form between Ceridian and Client and form an integral part of the AgreementIMe allowing SeNice PadiculaB are in::F:E applicable to all US Ceridian Fulfillment Services clients
SERVICE PARTICULARSCERIDIAN FULFILLMENT SERVICES
1.
1.1
1.2
CAPrrALiZED AND DEFINED TERMS
All capitalized terms used herein and not defined shall have the same meaning as in the Agreement (as defined in the MSA).
As used herein:
1.2.1 “ACA ” means the Affordable Care Act'
1.2.2 “ACA Forms” means IRS Forms 1094-C and 109&C;
1.2.3 -Annual Inflation Index- means the Employment Cost Index for total compensation, for private industry workers, by occupational group andindustry (not seasonally adjusted), for all workers (ECI). as published by the Bureau of Labor Statistics, US Department of LaboR
1.2.4 -Documentation- means the documentation provided by Ceridian with the Software (and/or Services), whether in machine-readable or printedform, provided by Ceridian to Client, including any updates, revisions, new versions, and supplements to the Documentation;
1.2.5 -Early Termination Fee” has the meaning set forth in the Section titled “Early Termination Fee”;
1.2.6 -Funding Authorization- means such written authorization, power of attorney or other form executed by Client from time to time as reasonablyrequired by Ceridian to authorize and permit Ceridian to withdraw money, forward payments or take other steps to facilitate the movement of paymentsas part of the Service;
1.2.7 “Funds” means those funds to be received by Ceridian from Client, in an amount equal to the Payments to be made for a particular Payroll;
1.2.8 “Modifications" means any error corrections, modifications or enhancements to the Software that are included by Ceridian in support of theSoftware to all clients;
1.2.9 -One Time Fees” means those Fees set forth in the Order Form under the heading “Estimated Implementation and One Time Fees", includingthose Fees payable for the implementation and training Services, or are otherwise identified or understood to be one time or non recurring Fees, includingany Fees payable with respect to change orders;
1.2.10 -Payments- means the payments to be made by Ceridian on Client’s behalf hereunder, in respect of wages to its employees, statutoryremittances, tax filing liabilities and other third party payments as directed by Client and agreed to by Ceridian;
1.2.11 -Payroll- means the payroll of Client processed or to be processed by Client with which the Service is associated;
1.2.12 -Recurring Fees- means those Fees set forth in the Order Form under the heading “Estimated Recurring Fees”, or are otherwise identified orunderstood to be Fees which are payable on the periodic recurring basis stated in the Order Form;
1.2.13 “Service Start Date” means the date on which Client’s account is active and ready for the provision of the Services;
1.2.14 'Tax Forms” means those Year-End forms, as supported by Ceridian, as prescribed by Taxing Authorities from time to time which are requiredto be provided by Client to its employees or Tax Authorities in connection with the remuneration paid or payable to the employees;
1.2.15 “Taxing Authorities” means those government agencies to which tax remittances are made relating to compensation paid by Client toEmployees, and any successors to such agencies; and
1.2.16 “Trust” means the trust established pursuant to a written declaration of trust for the purposes of receiving Funds from its clients, or suchadditional or replacement trust as may hereafter be established by Ceridian for the purposes of receiving Funds from its clients.
2.IMPLEMENTATION
2.1 Ceridian’s Obligations. Ceridian shall provide an implementation resource to setup, implement and test the Services with the data provided by Client.
2.2 Client’s Obligations. Client shall provide a completed Service implementation package in accordance with the schedule mutually determined by theParties and actively participate in the setup, implementation and testing of the Services;
3.TRAINING
3.1 Ceridian’s Obligations. Ceridian will train Client on use of the Services and provide Documentation, which are in electronic format and may be correctedor updated from time to time,
3.2 Client’s Obligations. Client will follow the instructions contained in the applicable reference Documentation.
4.SOFTWARE LICENSE (APPLICABLE ONLY WHEN TAX INTERFACE MAINTENANCE IS PURCHASED)
4.1 Warranty. Ceridian represents and warrants that the Software, when properly installed, will perform substantially in accordance with the Documentationand the media on which the Software is contained will be free from defects in materials and workmanship under normal use for thirty (30) days from the date ofshipment to Client. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, THE SOFTWARE IS PROVIDED "AS-IS” AND “AS-AVAILABLE”.THE EXPRESS LIMITED WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED,CONTRACTUAL OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 Software Maintenance and Support
4.2.1 Ceridian’s Obligations.(i) Ceridian shall provide: (a) reasonable telephone support (including Software explanation and troubleshooting) during the businesshours established by Ceridian (excluding holidays); (b) access to an electronic bulletin board to facilitate file and data transfer; (c) maintenance
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and support for the current version of the Software. Software maintenance Services do not include equipment maintenance services, systemdesign. significant extensions, or new components for the Software, programming, specification development, or any other services notexpressly identified in these Service Particulars.(ii) Ceridian may from time to time (but shall not be required to unless a Modification is required to fix a defect as determined byCeridian) make Modifications to the Software and/or its functionality, for purposes such as maintenance or upgrades, or otherwise as deemedappropriate by Ceridian. Such Modifications are within the discretion of Ceridian, and are not required to be made, but will not materiallyadversely affect Clienfs Services (when viewed as a whole) or require the payment of additional Fees or costs.
4.2.2 Client's Obligations.(i) Client will not knowingly: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send orstore infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children orviolates third party privacy rights; (c) send or store any virus, worm, tIme bomb, Trojan horse or other harmful or malicious code. file, script,agent or program; (d) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (e) attempt to gainunauthorized access to the Service or its related systems or networks.Unless otherwise agreed to in writing, Client may not perform or engage others to perform any customization. If Client performs anycustomization without engaging Ceridian to perform the work, Ceridian may immediately terminate these Service Particulars. Ceridian is not
liable or responsible for any customization to the Software performed by Client without engaging Ceridian to perform the work. Ceridian willnot guarantee that modifications made by Client will function properly when Software updates and upgrades, if any, are applied or that optimal
application performance will be met and maintained.
5. ONGOING SERVICES. The scope of ongoing / recurring Services outlined below provides a breakdown of the key functionality and deliverables to beprovided, and the respective rights and obligations of Ceridian and Client.
5.1 Tax Filing Services
5.1.1 Ceridian’s Obligations. Ceridian will:(i) prepare, deposit, and file Client’s Payroll tax returns for those federal, state and local jurisdictions supported by Ceridian andreflected on Client’s Tax jurisdictional profile;(ii) remit Client’s tax liabilities to Taxing Authorities as supported by Ceridian;(iii) provide Client with a regular tax statement for each Client tax registration number processed by Ceridian;(iv) respond to Taxing Authorities inquiries pertaining to jurisdictions processed by Ceridian for periods of service provided by Ceridian;(v) provide, prepare and file Tax Forms in the formats required by each Taxing Authority provided that Ceridian has provided tax filingServices to Client for the entire calendar year or Client has provided quarterly tax filing data in accordance with Sections 5.1.2(vii) and5.1.2(viii)
(vi) provide Client with a data receipt for each periodic transmission posted by Ceridian; and(vii) provide Client with online access to account information, including tax deposit history, status of inquiry and amendment processing
and Client profile information.
5.1.2 Client’s Obligations. Client will:(i) prior to the first Payroll check date, provide Ceridian with such information, forms, Powers of Attorney, written authorizations andother documentation as reasonably required by Ceridian in order to enable Ceridian to determine paid and accrued taxes and tax liabilities,and to remit Client’s tax liabilities and otherwise act on Client’s behalf in this regard;(ii) provide accurate account numbers, remittance frequency and all other information required from time to time to permit accurate andtimely remittance by Ceridian;(iii) enter, maintain and transmit Payroll data to Ceridian in a Ceridian approved format before 3:00 p.m. Eastern Time two (2) BusinessDays prior to the applicable Payroll check date (or other such number of days as established by Ceridian acting reasonably;(iv) provide Ceridian with any notices it receives from the Taxing Authorities relating to the frequency of such remittances or any otherreporting requirements. Client shall continue to receive, review and be the contact for all correspondence and all other communications withthe Taxing Authorities, but Client authorizes Ceridian to discuss matters relating to remittance of Client’s source deductions with such TaxingAuthorities
(v) communicate in writing any changes in services or changes that affect the information provided by Client to Ceridian ten (10)Business Days prior to the desired effective date of such change. Any penalty or other charges that result from incorrect, incomplete, orchanged tax information provided by Client is Client’s sole and exclusive liability and responsibility. Ceridian is not responsible for any mattersexisting prior to Ceridian’s first Payroll check date;(vi) review and compare the transmitted liabilities with Ceridian posted liabilities and notify Ceridian of any discrepancies within one (1 )Business Day of initial receipt (or such other time period as reasonably established by Ceridian in accordance with its processing schedule);(vii) provide mid quarter data within two (2) weeks of the Service Start Date, or by the 15th day of March, June, September. or December,whichever comes first, if Client’s Service Start Date is after tax liabilities have been paid by Client in the quarter of service (or by such otherdeadlines as reasonably established by Ceridian from time to time in accordance with its processing schedule);(viii) provide each prior quarter(s) data with the service implementation package. If the data is not readily available, then this mid yeardata must be returned by the 1 st of June, September or December, whichever comes first;(ix) assist Ceridian in responding to inquiries or in processing amendment requests by providing the information necessary to meet TaxAuthority requirements. Client shall provide Ceridian with written approval for amendments or inquiries resulting in additional tax, penaltyand/or interest due, and agrees to fund these amounts in full prior to completion and submission;(x) retain records according to the schedules established by Taxing Authorities for Client. Ceridian has no responsibility or liability for
maintaining or retaining records on behalf of Client;(xi) notify Ceridian of any unscheduled or special data transmissions prior to transmitting data;(xii) submit any necessary changes to the quarter end and/or year end tax file in accordance with the time frames reasonably establishedby Ceridian (such time frames will be established based on the time required, after receipt of such information by Ceridian, for Ceridian toperform its responsibilities within the time prescribed by the Taxing Authorities); and(xiii) provide Ceridian with Funds in an amount equal to the tax liability Payments to be made for a particular Payroll.
5.2 Employee Tax Forms (APPLICABLE ONLY WHEN EMPLOYEE TAX FORMS (W-2) ARE PURCHASED)
5.2.1 Ceridian’s Obligations. Ceridian will:(i) annually publish the Tax Forms production schedule;(ii) print and package Tax Forms for shipment within ten (10) Business Days (or such other deadline as reasonably established byCeridian from time to time in accordance with its processing schedule) after Client has committed to print/release the Tax Forms (subject toClient's obligations to provide data and review output as contemplated herein, in a timely fashion). Additional charges will apply for any Clientrequested (a) sorting and/or splitting, or (b) printing of Tax Forms;(iii) make available to Client an electronic image of each employee Tax Form and retain such image for thirty-six (36) months; and
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(iv) provide support services via telephone, electronic mail and/or access to Ceridian's designated web site for Clients technicalpersonnel and primary users of this Service.
5.2.2 Clients Obligations. Client will:(i) annually complete web setup provided by Ceridian;(ii) adhere to the annually published Tax Forms production schedule provided by Ceridian including: (a) completion of any necessaryadjustments in the timeframe designated by Ceridian; and (b) committing the Tax Forms to print/release;(iii) review test data, reports and printed Tax Forms upon receipt of same and notify Ceridian of any errors in such materials within two(2) Business Days of receipt (or such other deadline as reasonably established by Ceridian from time to time in accordance with its processingschedule); and
(iv) designate centralized points of contact within its organization to act as the primary contact for Service related issues.
5.3 Check Print Services (APPLICABLE ONLY WHEN CHECK PRINT SERVICES ARE PURCHASED)
5.3.1 Ceridian’s Obligations. Where Client elects to issue Payments using its own checks and / or drawn on its own bank account, Ceridian will:(i) create negotiable paychecks including earning statements and/or direct deposit advices using Ceridian’s standard template(s) tothe order of employees drawn on the Client’s bank account. Each paycheck or direct deposit advice will be printed on standard check stockwith Client officer’s signature and, if selected, Clients logo using the check data and account provided by Client;(ii) have printed paychecks and direct deposit advices printed and ready for delivery within twenty- four (24) hours after receipt of printdata file, if the required data and information is received in the Ceridian by 1 :00 p.m. of the time zone in which Client’s Payroll is processed.;(iii) make available to Client an electronic image of each paycheck and/or direct deposit advice and retain such image for thirty-six (36)months
(iv) correct any Ceridian errors within a commercially reasonable time at Ceridian’s expense if such errors are reported to Ceridianwithin ten (10) Business Days of Clients receipt of materials. Ceridian is not responsible for any inaccuracies or delays in processing resultingfrom Client’s transmittal of inaccurate or late data;(v) deliver printed checks or direct deposit advice to Client by the courier identified by Client at Clients risk and expense; and(vi) provide support services via telephone, electronic mail and/or access to electronic tutorials to Clients technical personnel and
primary users of this Service.
5.3.2 Client's Obligations. Where Client elects to issue Payments using its own checks and / or drawn on its own bank account, Client will:(i) provide Ceridian with a schedule of Payroll dates and Client company holidays for each calendar year;(ii) enter, maintain and transmit Payroll data to Ceridian in a Ceridian approved format by 1 :00 p.m. of the time zone in which Client’sPayroll is processed (or other such timeframe as established by Ceridian acting reasonably). If Client transmits the required data andinformation after 1 :00 p.m. of the time zone in which its payroll is processed Client's data will be expeditiously processed, but Ceridian cannot
guarantee a twenty-four (24) hour completion time;(iii) review and audit all Payroll data, reports and other materials prior to transmitting the Payroll and prior to distributing checks or directdeposit advices to employees and notiO Ceridian of any errors in such materials within ten (10) Business Days of receipt. Client shall correctany discrepancies or errors in such materials prior to the next scheduled processing;(iv) use Ceridian’s standard templates for earnind statements and/or direct deposit advices;(v) review and audit all accounts and balances and notify Ceridian of any errors in such materials;(vi) designate centralized points of contact within its organization to act as the primary contact for Service related issues; and(vii) remain solely responsible for determining its compliance requirements relating to Check Print Services.
5.4 Payment SoIutIons (APPLICABLE ONLY WHEN DIRECT DEPOsrr AND/OR CERIDIAN CHECK IS PURCHASED)
5.4.1 Ceridian’s Obligations for Ceridian Direct Deposit and Ceridian Check. Where Ceridian is responsible for issuing Payments using the Trust,Ceridian will
(i) issue the Payments in to meet Client’s Payroll obligations, by way of: (a) submitting Payment information to the appropriate fundstransfer network(s) in the form required for the electronic crediting/direct deposit of payment to the designated bank accounts of Client’semployees; and/or (b) create negotiable paychecks including earning statements and/or direct deposit advices using Ceridian’s standardtemplate(s) to the order of Client employees drawn on the Trust account. Each paycheck will be printed on Ceridian check stock with Ceriqiianofficer's signature and Ceridian logo using the check data and account provided by Client;(ii) process file reversals, stop payment orders and direct deposit reversals upon Clienfs written request for an additional fee as setforth in the Rate Sheet;(iii) at the request of Client or at Ceridian's option, provide Client a report identifying un-cashed paychecks considered stale dated, andpay to Client an amount equivalent to any Payroll Funds held on account of Payments against which stop payments have been placed, orwhich are, according to banking practice, considered to be staledated (less a reasonable administration fee; or at the request of Client, such
Payroll Funds may be credited to Clients next Payroll);(iv) notify Client of exceptions related to paychecks processing and pre-notification rejections, bank requested notification of change
requests, and returned credits related to direct deposit services (“Exceptions”);(v) notify Client of any errors or other circumstances in the event Ceridian is unable to provide Payments and either re-performs Services(when possible) or arrange return of unpaid funds to Client. Unpaid Payroll Funds will be returned only after verification of available andsufficient fund balances (with time allowances for returned items) by the bank in which such funds are held.
5.4.2 Clienfs Obligations for Ceridian Direct Deposit and Ceridian Check. Where Ceridian is responsible for issuing Payments using the Trust,
(i) enter, maintain and transmit Payroll data to Ceridian in a Ceridian approved format before 3:00 p.m. Eastern Time three (3) BusinessDays prior to the date the paychecks are to be issued and deposits are to be made (or other such number of days as established by Ceridianacting reasonably);(ii) review and audit all Payroll data, reports and other materials prior to transmitting the Payroll data and prior to distributing checks ordirect deposit advices to employees;(iii) use Ceridian’s standard templates for earning statements and/or direct deposit advices;(iv) correct Exceptions, discrepancies or errors before transmitting Payroll data for Clients next Payroll (otherwise Client could be inbreach of applicable laws or regulations);(v) be responsible for contacting payees to resolve payment of any voided paychecks and reimburse Ceridian for any losses and feesincurred by Ceridian in circumstances where Ceridian honors Client’s request to initiate a stop payment order and issues a replacement check,but the check originally issued is subsequently presented for payment by a holder in due course (including fraud or misconduct on the part ofClienfs employees);(vi) require employees to complete, sign and maintain any account funding authorizations or other documents or authorizationsnecessary for Ceridian to provide Services, including authorizations for the initiation of credit entries. Without limitation, Client shall ensure
Client will
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that each employee utilizing Ceridian’s direct deposit service has authorized the initiation of credit entries and the crediting of the employeeaccount, as well as the debiting of the employee account through a file reversal in the event of a returned item from Client’s account or anyfunding deficiency by Client (to extent permitted by law). Client must ensure that such authorizations are operative at the time of transmittaland crediting/debiting of the employee accounts;(vii) hereby grant to Ceridian the authority to issue Payments on behalf of Client, and to take such other action as may be necessaryfrom time to time in connection with the provision of the Services, which might authorize to instruct its bank to stop payment and authorize torefuse payment as required to provide the Services; and(viii) remain solely responsible for determining its compliance requirements relating to Ceridian Direct Deposit and Check Services
5.5 Wage Attachment Disbursements (APPLICABLE ONLY WHEN WAGE ATTACHMENT DISBURSEMENTS ARE PURCHASED)
5.5.1 Ceridian’s Obligations. Ceridian will:a) prepare and disburse Client's wage garnishment liabilities for those federal, state, and local payment processing units and individualthird parties supported by Ceridian to which an employee owes a debt and has agreed or is compelled by appropriate governmental authorityto resolve via garnishment of employee’s wages; and(ii) provide a monthly statement of account activity to Client summarizing funds collection and,disbursement transactions completed
during the prior calendar month. Ceridian is not responsible for providing additional administrative services including agency research, accountreconciliation, and wage garnishment data input and adjustments except where Ceridian has agreed in writing to provide such services.
5.5.2 Client’s Obligations. Client will:(i) enter, maintain and transmit wage garnishment data including wage order data, wage attachment disbursement amounts, payeeaddresses and bank account information in a Ceridian approved format before 3:00 p.m. Eastern Time two (2) Business Days prior to theapplicable Payroll check date (or other such number of days as established by Ceridian acting reasonably);(ii) notify Ceridian of any unscheduled and/or special Payroll runs that will impact wage garnishment data including void, manual, and/oradjustment transactions; andcorrect any errors before transmitting Client’s next Payroll or wage attachment data transmission. Any penalty or other charges that resultfrom incorrect, incomplete, and/or changed wage attachment data received by Ceridian from Client, or from Client’s changed information orsignatures and documents in Client’s possession that are not provided to Ceridian in a timely manner are Client’s sole and exclusiveresponsibility.
5.6 ACA Form Processing Services (APPLICABLE ONLY WHEN ACA FORM PROCESSING SERVICES ARE PURCHASED)
5.6.1 Ceridian’s Obligations. CeHdian will:(i) upon receipt of complete and accurate data in the format specified by Ceridian, annually prepare and file Client’s ACA Forms in theformat required by the Taxing Authority. Taxing Authorities will not accept a data file that is incomplete or improperly formatted; and(ii) make available a copy of ACA 1094-C data.
5.6.2 Client’s Obligations. Client will:(i) prior to the Service Start Date and at appropriate intervals thereafter, provide Ceridian with such information, forms, writtenauthorizations and other documentation as reasonably required by Ceridian to file ACA Forms;(ii) provide complete and accurate ACA data to Ceridian in a Ceridian specified format (including completion of any necessaryadjustments) in the timeframe designated by Ceridian from time to time; and(iii) respond to Taxing Authority inquiries related to the ACA Forms.
5.7 ACA Form Print and Image Services (APPLICABLE ONLY WHEN ACA FORM PRINT AND IMAGE SERVICES ARE PURCHASED)
5.7.1 Ceridian's Obligations. Ceridian will:(i) annually publish the ACA Forms production schedule;(ii) print and package ACA Forms for shipment within ten (10) Business Days (or such other deadline as reasonably established byCeridian from time to time in accordance with its processing schedule) after Client has committed to print/release the ACA Forms (subject toClient’s obligations to provide data and review output as contemplated herein, in a timely fashion). Additional charges will apply for any Clientrequested sorting and/or splitting of ACA Forms;(iii) make available to Client an electronic image of each employee ACA 1095-C Form; and(iv) provide support services via telephone, electronic mail and/or access to Ceridian's designated web site for Clienfs technicalpersonnel and primary users of the Service.
5.7.2 Client’s Obligations. Client will:(i) annually complete web setup provided by Ceridian;(ii) adhere to the annually published ACA Forms production schedule provided by Ceridian including: (a) completion of any necessaryadjustments in the timeframe designated by Ceridian; and (b) committing the ACA 1095-C Forms to print/release;(iii) review data and/or ACA 1095-C Forms upon receipt of same and notify Ceridian of any errors in such materials within two (2)Business Days of receipt (or such other deadline as reasonably established by Ceridian from time to time in accordance with its processingschedule); and(iv) designate centralized points of contact within its organization to act as the primary contact for Service related issues.
5.8 Managed Garnishments for Ceridian Fulfillment Services. (APPLICABLE ONLY WHEN MANAGED GARNISHMENTS FOR CERIDIANFULFILLMENT SERVICES ARE PURCHASED)
5.8.1 Ceridian’s Obligations. Ceridian will (to the extent permitted by the Clients third-party payroll system):(i) receive wage garnishment order directly from Client or by Electronic Income Withholding Orders (e-IWO) via the department ofHealth and Human–Services for child support orders;(ii) notify sender if the information that Ceridian has received is insufficient. Ceridian is not responsible for any pre-existing errors orsimilar matters arising prior to commencement of the Services by Ceridian or for any errors that may occur in the event that Ceridian is not
provided with the necessary information by Client in a timely manner;(iii) retain a copy of each order received, subject to Ceridian’s data retention policies and as required to execute the Service;(iv) review, set-up, modify or terminate each garnishment in the payroll system as directed in the applicable wage garnishment order;(v) provide garnishment order information to impacted employees if required by applicable state laws;(vi) setup the required calculation method, target, goal, payee information and employee arrear amounts as required in the payrollsystem
(vii) ensure multiple employee garnishments are properly prioritized as per legislative requirements;(viii) configure garnishment administration fees as directed by the Client business rules;
City of Denton Q-125361
DocuSign Envelope ID: 4F4B3724-0894+ACA-94AE<)8E53DF906E8
(ix) respond to Client requests regarding the appropriate wage garnishment deductions for bonuses and off cycle checks;(x) remit payment and required reporting to the appropriate payees as specified in the garnishment order;(xi) research and take action on any returned funds and determine if the employee or Client should be reimbursed for such funds;(xii) send notification to the originating party of the garnishment order stating that the payer is no longer an employee of the Client uponemployee termination;(xiii) respond to routine agency interrogatories as to information that Ceridian is aware of (Client may need to provide additionalresponses or information);(xiv) assist with management of garnishments pertaining to void and reissue of payroll checks;(xv) if legal representation of Client is required, furnish Client with the relevant wage garnishment data in Ceridian’s possession tosupport Clients efforts to comply with the request - the Services do not include Ceridian appearing in court on behalf of Client or any activitythat constitutes the practice of law; and(xvi) upon termination of the Services, provide wage garnishment document images to Client at Ceridian's agreed rate as referenced inthe Order Form
5.8.2 Clienfs Obligations. Client will:(i) submit a completed and signed e-IWO consent form listing each FEIN;(ii) assign a primary point of contact and designated alternate contact responsible for coordinating Service delivery;(iii) provide wage garnishment data including wage order details, wage garnishment amounts, payee addresses, bank account
information, and other information necessary to perform the Services within the timeframes as required in respect of the Payroll data generally;(iv) except in the case of e-IWO, receive and retain the original wage garnishment orders and provide Ceridian a copy of wagegarnishment orders via SFTP no later than three (3) Business Days after Client's receipt of such documents;(v) be responsible for the accuracy and completeness of wage garnishment orders and information provided to Ceridian;(vi) maintain garnishment IUles in the system;(vii) review garnishment reports to ensure receipt of all garnishments;(viii) notify Ceridian of any unscheduled and/or special payroll runs that will impact wage garnishments;(ix) notify Ceridian three (3) weeks in advance of any bonus runs or lump sum payment to allow Ceridian adequate lead time to obtainagency direction for wage garnishment deductions from such payments;(x) provide Ceridian with adequate access to Client’s third-party payroll system as is required to perform the Services;(xi) be responsible for handling court proceedings and responses outside the scope of setting up a wage garnishment pursuant to anorder - this includes appearing for any court motions or hearings, negotiating with creditors, or any activity that constitutes the practice of law;(xii) cooperate and participate in any wage attachment investigations to determine root cause, if needed;(xiii) be responsible for fines, penalties, judgments or default judgments that are the fault of Client or its third-party system, includingerrors in system calculations or configuration;(xiv) grant Ceridian access to run systemgenerated wage garnishment reports;(xv) create ad-hoc reports, as reasonably requested by Ceridian;(xvi) perform audits on a regular basis and notify Ceridian of any errors or required adjustments in a timely manner; and
(xvii) notify Ceridian of planned system outages and system updates.
5.8.3 Client represents that Ceridian can lawfully access the third-party payroll system necessary to provide the Services. In the event that the third-party payroll system provider notifies or otherwise prevents Ceridian from accessing the third-party system, Ceridian’s obligations to perform theManaged Garnishments Services will be suspended until any such restrictions are removed. In the event that Client's business conditions do not allow
adequate time for Ceridian to contact and receive a response from agencies regarding appropriate wage garnishment deductions, Ceridian Will contactClient to approve the wage garnishment deduction amount and Client is solely responsible for the accuracy of the payroll deduction amount; any penaltyor other charges that result from incorrect, incomplete, and/or changed wage garnishment data received by Ceridian from Client or from Client’s changedinformation or signature and documents in Client’s possession that are not provided to Ceridian in a timely manner are Client’s sole and exclusive
responsibility
5.9 Employee Contact Center (Managed Garnishments for Ceridian Fulfillment Services). (APPLICABLE ONLY WHEN EMPLOYEE CONTACTCENTER (MANAGED GARNISHMENTS FOR CERIDIAN FULFILLMENT SERVICES) ARE PURCHASED)
5.9.1 Ceridian’s Obligations. Ceridian will:(i) provide authorized Employees with contact center support via phone or email to answer questions concerning the ManagedGarnishments Services. Queries from spouses or third parties will not be honored by Ceridian; the only exceptions being cases for powers ofattorney and estates. The contact center will be available Monday through Friday between 8:00 a.m. and 8:00 p.m. Eastern Time (excluding
holidays)
6.SERVICE FEES AND PAYMENT
6.1 Fees. The Fees payable by Client to Ceridian for the Services are as set forth in the Order Form. The Fees are exclusive of all Taxes. Except asotherwise stated herein, all invoices will be due and payable by Ceridian supported electronic means (e.g., direct deposit, pre-authorized debit) on the date ofinvoice
6.2 One Time Fees. One Time Fees for implementation Services will be invoiced upon Service Start Date
6.3 Recurring Fees. The monthly Recurring Fees will be invoiced and payable monthly in arrears, commencing as of the Service Start Date. Servicesincluded in the Order Form that are based on a per occurrence (e.g., Fees for ancillary services shown on the Rate Sheet), will be invoiced monthly in arrears.Any estimated annual Fees shown in the Order Form are estimates only, based on transaction count as at the date of signing the Order Form. Should Client
undergo a material change in size or complexity, or should the scope of services materially change (other than as a result of a termination for cause by Client)then, Ceridian reserves the right to modify Fees accordingly.
6.4 Annual Fee Increase. All Fees are subject to annual increases in an amount not to exceed the annual increase in the Annual Inflation Index for the
Territory (on a cumulative basis from the Service Start Date), the first such increase to be calculated and effective on the first anniversary of the Service Start Date.
7.SERVICE TERM AND TERMINATION
7.1 Service Term and Fees payable for Early Termination. If Client terminates the Services prior to the expiration of the initial Service Term, in additionto being responsible to pay Ceridian Fees for all work and ServiceS provided up to and including the effective date of termination of the Services (including all OneTime Fees for work performed up to such date), Client shall be required to pay Ceridian the Early Termination Fee.
7.2 Early Termination Fee. The early termination fee (“Early Termination Fee”) is the fee payable by Client to Ceridian if Client terminates the Servicebefore the end of the initial Service Term (except pursuant to Section 3.2.2 (“Material Breach-) or Section 3.2.3 (“Insolvency”) of the MSA by Ceridian). The EarlyTermination Fee will be equal to the average monthly Recurring Fees (computed based on the average Recurring Fees paid by Client for Services during the three(3) month period preceding cancellation (or where the Services have not as yet commenced then based on estimated annual fees as shown in the Order Form,
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divided by twelve)) multiplied by the number of whole or partial months between the date that the cancellation is effective and the expiration date of the initial
Service Term, less a discount equal to 25%.
8.ADDITIONAL PROVISIONS
8.1 Client’s Acknowledgement Regarding Trust Funds. Ceridian has established and shall maintain the Trust for the purpose of holding and keepingFunds and other trust funds received from its clients separate from Ceridian’s own property. For clarity, the principal amount of the Funds received by Ceridianfrom Client shall at all times while in the possession or control of Ceridian, be held in the Trust. Client acknowledges that Ceridian is entitled to invest monies held
by the Trust in accordance with the investment guidelines established from time to time by Ceridian, and that Ceridian, in its own capacity, is entitled as incomebeneficiary to all income and gains derived or realized from such investments and is not accountable to Client, the Employees, or any other person for such income
or gains. The Trust is entitled to pledge such investments for borrowings of the Trust to facilitate the Payments, rather than converting the investments into cash.Notwithstanding any limitation of liability contained in the MSA, Ceridian shall fully and completely indemnify and save Client and Client’s Affiliates harmless fromand against any and all loss of any portion of the principal amount of the Funds (including any losses of principal resulting from the investment of the Funds)caused by Ceridian, to the extent such Funds were actually received by Ceddian.
City of Denton Q-125361
DocuSign
Certificate Of Completion
Envelope Id: 4F4B372408944ACA94AE08E53DF906E8
Subject: Please DocuSign: City Council Contract 7882 Ceridian Check Print,
Status: Completed
Image and W-2 Print Services
Source Envelope:
Document Pages: 17 Signatures: 7
Initials: 1Certificate Pages: 7
Envelope Originator:con Power
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
9/27/2022 11 :58:32 AM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Signature Timestamp
Sent: 9/27/2022 1 :31 :07 PM
Viewed: 9/27/2022 1 :31 :57 PM
Signed: 9/27/2022 1:32:08 PM
Completed
-1
Using IP Address: 198.49.140.104
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 9/27/2022 1 :32:11 PM
Viewed: 9/28/2022 9:21 :09 AM
Signed: 9/28/2022 9:21 :54 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
•DocuS18n•d by
IM4rtLLhtJAh&b
.4B070831B4AA438.
Sent: 9/28/2022 9:21 :57 AM
Viewed: 9/29/2022 1 :06:39 PM
Signed: 9/29/2022 l:08:38 PM
Signature Adoption: Pre-selected Style
Using IP Address: 47.24.6.135
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Scott Davis
Scott.Davis@ceridian.com
Public Sector Account Executive
Security Level: Email, Account Authentication
(None)
Scdt Pawis
.2250FOCEIB7F494.
Sent: 9/29/2022 1 :08:42 PM
Viewed: 9/29/2022 1:15:50 PM
Signed: 9/29/2022 1:16:57 PM
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.216.153
Electronic Record and Signature Disclosure:Accepted: 9/29/2022 1:15:50 PMID: 83d0548f-25e14ba0-abf5-f7e2bd3cb32c
Signer Events
Leisha Meine
Leisha.Meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication(None)
Signature Timestamp
Sent: 9/29/2022 1:17:00 PM
Viewed: 9/29/2022 4:52:52 PM
Signed: 9/29/2022 4:53:07 PM
’Doeu91ened by:
I hida MUMD80D157ADABC4D5.
Signature Adoption: Pre-selected Style
Using IP Address: 47.188.228.246
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Completed Sent: 9/29/2022 4:53:12 PM
Viewed: 9/30/2022 9:42:29 AM
Signed: 9/30/2022 9:42:43 AMUsing IP Address: 198.49.140.10
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Completed Sent: 9/30/2022 9:42:50 AM
Viewed: 10/19/2022 7:28:06 AM
Signed: 10/19/2022 7:28:19 AMUsing IP Address: 198.49.140.104
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 10/1 9/2022 7:28:23 AM
Viewed: 10/19/2022 7:31 :38 AM
Signed: 10/1 9/2022 7:31 :42 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication(None)
'DocuSlgn•d by:
I Ra++ R&%
IC5CA8C5E 175493
Sent: 10/19/2022 7:31 :46 AM
Viewed: 10/1 9/2022 10:51 :48 AM
Signed: 10/19/2022 10:52:17 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 10/49/2022 10:51 :48 AMID: 731f3390-9901J1774-b3e9-7aa552f31f2a
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status
Status
Timestamp
Carbon Copy Events Timestamp
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Status Timestamp
Sent: 9/27/2022 1:32:12 PM
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 9/30/2022 9:42:47 AM
Viewed: 10/3/2022 2:13:35 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 10/1 9/2022 10:52:20 AM
Viewed: 10/20/2022 8:00:00 AM
Stephanie Padgett
Stephanie.Padgett@cityofdenton.com
TS Administrative Assistant
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 10/1 9/2022 10:52:22 AM
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
ElectronIc Record and SIgnature Disclosure:Not Offered via DocuSign
Sent: 10/1 9/2022 10:52:24 AM
Drew Allen
drew.allen@cityofdenton.com
Sr. Mgr, Enterprise Applications
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 10/1 9/2022 10:52:27 AM
James Barnes
Jim.Barnes@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 10/1 9/2022 10:52:29 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status Timestamps
9/27/2022 1 :31 :07 PM
10/1 9/2022 10:51 :48 AM
10/1 9/2022 10:52:17 AM
10/19/2022 10:52:29 AM
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Scott Davis, Rosa Rios
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request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent’ form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@ cityofdenton.com
To advise City of Denton of your new e.mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address. .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process. .
Required hardware and software
Operating Systems:
Browsers (for SENDERS
Browsers (for SIGNERS):
r
Internet Explorer 6.0? or above
mlet Explorer 6.0?, Mozilla FireFox 1.07.2 (or above)NetSca1
c
x
Email
Screen Resolution
abled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings viaroxy connection
## These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OFELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.